UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to _____________

Commission File Number: 001-39015

BIOVIE INC.

(Exact name of registrant as specified in its charter)

Nevada		46-2510769
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

680 W Nye Lane Suite 204

Carson City, NV 89703

(Address of principal executive offices, Zip Code)

(775)-888-3162

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	BIVI	The NASDAQ Stock Market, LLC
Warrants to purchase Class A Common Stock, $0.0001 par value per share	BIVIW	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

There were 7,540,316 shares of the Registrant’s Class A Common Stock, $0.0001 par value per share, outstanding as of November 7, 2025.

PART I – FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements
	Condensed Balance Sheets at September 30, 2025 and June 30, 2025	4
	Condensed Statements of Operations - for the three months ended September 30, 2025 and 2024	5
	Condensed Statements of Changes in Stockholders’ Equity - for the three months ended September 30, 2025 and 2024	6
	Condensed Statements of Cash Flows - for the three months ended September 30, 2025 and 2024	7
	Notes to Unaudited Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

SIGNATURES		32


	September 30,			June 30,
	2025			2025
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	24,978,302		$	17,544,547
Grant receivable		179,804			2,104,050
Prepaid and other current assets		873,884			1,049,897
Total current assets		26,031,990			20,698,494

Operating lease right-of-use asset, net		321,400			339,653
Intangible assets, net		120,997			178,341
Goodwill		345,711			345,711

TOTAL ASSETS	$	26,820,098		$	21,562,199

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,566,364		$	2,200,320
Current portion of operating lease liability		78,357			74,464
Total current liabilities		1,644,721			2,274,784

Operating lease liability, net of current portion		254,373			275,430
TOTAL LIABILITIES		1,899,094			2,550,214

Commitments and contingencies (Note 9)

STOCKHOLDERS' EQUITY:

Preferred stock; $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value; 800,000,000 shares authorized at September 30, 2025 and June 30, 2025; 7,540,316 shares issued of which 7,537,479 shares outstanding at September 30, 2025; and 1,917,061 shares issued of which 1,914,224 shares are outstanding at June 30, 2025		754			192
Additional paid in capital		382,195,626			371,156,068
Accumulated deficit		(357,275,347	)		(352,144,246	)
Treasury stock		(29	)		(29	)
Total stockholders' equity		24,921,004			19,011,985

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	26,820,098		$	21,562,199


	Three Months Ended			Three Months Ended
	September 30, 2025			September 30, 2024

OPERATING EXPENSES:
Amortization of intangible assets	$	57,344		$	57,344
Research and development expenses		2,936,370			1,990,198
General and administrative expenses		2,290,881			2,074,540
TOTAL OPERATING EXPENSES		5,284,595			4,122,082

LOSS FROM OPERATIONS		(5,284,595	)		(4,122,082	)

OTHER (INCOME) EXPENSE:
Change in fair value of derivative liabilities		-			(2,517	)
Interest expense		1,989			256,024
Interest income		(199,027	)		(223,557	)
TOTAL OTHER (INCOME) EXPENSE, NET		(197,038	)		29,950


NET LOSS	$	(5,087,557	)	$	(4,152,032	)

Deemed dividend related to ratchet adjustment to warrants		43,544			325,041

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(5,131,101	)	$	(4,477,073	)

NET LOSS PER COMMON SHARE
- Basic	$	(0.98	)	$	(7.00	)
- Diluted	$	(0.98	)	$	(7.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- Basic		5,214,355			639,836
- Diluted		5,214,355			639,836

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(5,131,101	)	$	(4,477,073	)


														Accumulated
					Additional									Other					Total
	Common Stock		Common Stock		Paid in			Treasury Stock			Treasury Stock			Comprehensive		Accumulated			Stockholders'
	Shares		Amount		Capital			Shares			Amount			Income		Deficit			Equity
Balance, June 30, 2024		621,640	$	62		349,738,841			(2,633	)	$	(27	)	$	-	$	(334,232,661	)	$	15,506,215

Stock-based compensation - stock options		-		-		118,898			-			-			-		-			118,898

Stock-based compensation - restricted stock units		-		-		301,491			-			-			-		-			301,491

Issuance of common stock from vesting of - restricted stock units		341		-		-			-			-			-		-			-

Stock-based compensation - issuance of common stock for services rendered		1,500		-		33,450			-			-			-		-			33,450

Proceeds from issuance of common stock, net of costs of $747,408		162,794		16		2,259,047			-			-			-		-			2,259,063

Issuance of additional shares for fractional shares effected by the reverse split		12,024		1		(1	)		-			-			-		-			-

Deemed dividend for ratchet adjustment to warrants		-		-		325,041			-			-			-		(325,041	)		-

Net Loss		-		-		-			-			-			-		(4,152,032	)		(4,152,032	)

Balance, September 30, 2024		798,299	$	79	$	352,776,767			(2,633	)	$	(27	)	$	-	$	(338,709,734	)	$	14,067,085

Balance, June 30, 2025		1,917,061	$	192	$	371,156,068			(2,837	)	$	(29	)	$	-	$	(352,144,246	)	$	19,011,985

Stock - based compensation - stock options		-		-		268,388			-			-			-		-			268,388

Stock-based compensation - restricted stock units and restricted shares		-		-		270,559			-			-			-		-			270,559

Proceeds from issuance of common stock, net of costs of $1,543,038		5,620,000		562		10,457,067			-			-			-		-			10,457,629

Issuance of common stock from vesting of restricted stock units		3,255		-		-			-			-			-		-			-

Deemed dividend for ratchet adjustment to warrants		-		-		43,544			-			-			-		(43,544	)		-

Net Loss		-		-		-			-			-			-		(5,087,557	)		(5,087,557	)

Balance, September 30, 2025		7,540,316	$	754	$	382,195,626			(2,837	)	$	(29	)	$	-	$	(357,275,347	)	$	24,921,004

Schedule of dilutive securities were excluded from the computation of diluted loss per share
	September 30, 2025		September 30, 2024
	Number of Shares		Number of Shares
Stock Options		84,872		51,800
Warrants		8,307,038		431,600
Restricted Stock Units		5,457		3,457
Notes payable conversion option		-		3,582
		8,397,367		490,439

Schedule of intangible assets
	September 30, 2025			June 30, 2025

Intellectual Property	$	2,293,770		$	2,293,770
Less: Accumulated Amortization		(2,172,773	)		(2,115,429	)
Intellectual Property, net	$	120,997		$	178,341

Measured at fair value on a recurring basis
	Fair Value Measurements at
	September 30, 2025
	Level 1		Level 2		Level 3		Total

Cash	$	3,346,904	$	-	$	-	$	3,346,904
U.S. Treasury Bills due in 3 months or less at purchase		21,631,398		-		-		21,631,398

Total	$	24,978,302	$	-	$	-	$	24,978,302

Schedule of summarizes the activity relating to the company’s stock options
	Options		Weighted-Average Exercise Price		Weighted Remaining Average Contractual Term		Aggregate Intrinsic Value
Outstanding at June 30, 2025		84,872	$	286.20		6.2	$	-
Outstanding at September 30, 2025		84,872	$	286.20		6.0	$	-
Exercisable at September 30, 2025		55,022	$	382.50		5.2	$	-

Schedule of unvested of restricted stock units
	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Unvested at June 30, 2025		7,212		$	116.41
Granted		1,500			1.58
Vested		(3,255	)		22.20
Unvested at September 30, 2025		5,457		$	141.05

Summary of warrants activity
	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding and exercisable at June 30, 2025		960,098		$	35.02		4.1	$	-
Granted		6,967,300			2.50		5.0		-
Expired		(360	)		1,250.00		-		-
Outstanding and exercisable at September 30, 2025		7,927,038		$	6.28		4.7	$	-

Schedule of future estimated minimum lease payments under non-cancelable operating leases
Year ending June 30, 2026 (Remaining 9 months)	$	91,971
2027		126,313
2028		130,734
2029		77,796
Total minimum lease payments		426,814
Less amount representing interest		(94,084	)
Present value of future minimum lease payments	$	332,730

Schedule of segment reporting information
	Three months ended			Three months ended
	September 30, 2025			September 30, 2024

Clinical studies	$	1,822,000		$	643,000
Clinical teams		967,000			841,000
Chemistry, manufacturing and controls		47,000			455,000
Other research and development expenses		101,000			51,000
Selling, general and administrative expenses		2,291,000			2,075,000
Amortization of intangible assets		57,000			57,000
Other (income) expense, net		(197,000	)		30,000
Net loss	$	(5,088,000	)	$	(4,152,000	)

	Three months ended		Three months ended
	September 30, 2025		September 30, 2024			Increase

Current Studies

Sunrise PD Phase 2	$	1,356,000	$	516,000		$	840,000
Liver Program Phase 3		12,000		(2,000	)		14,000
Long COVID Program, net of $336,000 and $325,000 reimbursement, respectively		449,000		145,000			304,000
	$	1,817,000	$	659,000		$	1,158,000

4.1	Form of Warrant (incorporated by reference to Annex B of Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025).

4.2	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 11, 2025).

4.3	Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 11, 2025).

10.1***	Warrant Agent Agreement, dated as of August 7, 2025, by and between the Company and the Warrant Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025).

31.1*	Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2*	Certification of Chief Financial Officer (Principal Financial Officer) required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1**	Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	Certification of Chief Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

Schedule of warrants outstanding
	Number of Warrants

Expiring June 30,
2027		3,610
2028		72,728
2029		115,509
2030		767,891
2031		6,967,300
Total outstanding warrants		7,927,038

Schedule of deferred tax assets
	September 30, 2025		June 30, 2025
Assets
Operating lease right-of-use asset, net	$	321,400	$	339,653

Liabilities
Current portion of operating lease liability	$	78,357	$	74,464
Operating lease liability, net of current portion		254,373		275,430
Total operating lease liability	$	332,730	$	349,894

Schedule of weighted average remaining lease term and discount rate
	September 30, 2025			June 30, 2025

Weighted average remaining lease term (Years)
Operating lease		3.3			3.6
Weighted average discount rate
Operating lease		15.00	%		15.00	%

*	Filed herewith.

**	Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Signature	Title	Date

/s/ Cuong V Do
Cuong V Do	Chairman and Chief Executive Officer (Principal Executive Officer)	November 10, 2025

/s/ Joanne Wendy Kim
Joanne Wendy Kim	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2025

SEC Form 10-Q filed by BioVie Inc.